AMENDED & RESTATED

ARTICLES OF INCORPORATION

WHEREAS, The Epworth-Euclid Methodist Church (Charter No. 95408) and the First United
Methodist Church of Cleveland (Charter No. 181637), having merged pursuant to Ohio Revised
Code Section 1702.43, with The Epworth-Euclid Methodist Church being the surviving nonprofit
corporation;

NOW, THEREFORE, the undersigned, all of whom are citizens of the United States, desiring to
amend and restate the Articles of Incorporation of The Epworth-Euclid Methodist Church, as of the
effective date of the merger pursuant to Ohio Revised Code Section 1702.43, and subject to the
remaining provisions of Ohio Revised Code Chapter 1702, do hereby certify as follows:

FIRST: The name of said corporation shall be: University Circle United Methodist Church.

SECOND: The place where the principal office of the corporation is to be located is the City of
Cleveland, Cuyahoga County, Ohio.

THIRD: The purpose or purposes for which the corporation is formed are as more fully set forth
in the Book of The United Methodist Church as the same may be amended from time to time (the
Discipline ), including:

(A) The promotion of the Christian religion through the preaching of the Word of
God, the administration of the sacraments, ordinances and other means of grace,
the maintenance of worship, the edification of believers, the evangelization of
the world, and the promotion of missionary and benevolence causes.

(B) Receiving, holding and disbursing gifts, bequests, and funds arising from all
sources.

(C) Acquiring, owning and maintaining real estate, buildings and other property real
or personal, incidental, necessary, or proper to carry out said objects.

(D) Doing of any and all things necessary or incident to the accomplishment of said
purposes.

(E) All of the above shall be in accordance with the Doctrines, Laws, Usages,
Discipline, and Ministerial appointments of The United Methodist Church.

FOURTH: Upon the filing of these Amended & Restated Articles of Incorporation of University
Circle United Methodist Church, a corporation not for profit, and the members of the Charge
Conference of such society or association shall be members of such corporation, and all rights,
privileges, immunities, powers, franchises, authority, property and obligations of such society or
association shall thereupon pass to, vest in, and be the rights, privileges, immunities, powers,
franchises, authority, property, and obligations of University Circle United Methodist Church, a
corporation not for profit.

1863117.2/35700:0
FIFTH: The corporation shall support the Doctrine of The United Methodist Church and all its
property, both real and personal, shall be subject to the Discipline, Laws, Usages, and Ministerial
appointments of The United Methodist Church as are now or shall be, from time to time,
established, made, and declared by the lawful authority of the said church.

SIXTH: The corporation in conformity with the Discipline of The United Methodist Church,
shall have the power to receive, acquire, and hold title, in trust or otherwise, to real and personal
property, and to improve, encumber, lease, sell, convey, and dispose of all said property.

SEVENTH: Subject to the provisions of the Discipline, the corporation shall have the power to
erect and maintain buildings for the worship of God, for training in Christian faith and conduct, and
for Christian social purposes, and to purchase, lease, and/or rent and otherwise acquire or build and
maintain residences for the use and occupancy of the ministers.

EIGHTH: The business of this corporation shall be conducted in conformity with the Discipline
of The United Methodist Church as the same now exists or as may hereafter be amended, changed,
or modified, and the bylaws of the corporation shall include the Discipline of The United Methodist
Church and no bylaws shall be adopted inconsistent with the provisions of said Discipline.

In addition to the powers and duties granted to this corporation by the Discipline of The
United Methodist Church, the corporation assumes for itself all the rights, powers, and privileges
and immunities which are now, and which may be during the existence thereof be conferred by law
upon corporations with a similar character, provided the same are not inconsistent with said
Discipline. All amendments, bylaws and regulations of this corporation shall at all times be in
conformity with the Discipline of The United Methodist Church.

But notwithstanding the above, however, at no time shall any of the amendments, bylaws, or
regulations of the corporation be prohibited by or in conflict with the nonprofit corporate laws of
the State of Ohio.

NINTH: The members of the corporation shall mean the membership of the corporation and
shall be composed of such persons (ministerial or lay) as from time to time shall be defined as
members of the Charge Conference in accordance with the Discipline of The United Methodist
Church, and such members thereof shall have such voting and other rights as now exist or may
hereafter be granted by the Discipline of The United Methodist Church.

TENTH: No part of the net earnings of the corporation shall inure to the benefit of, or be
distributable to its members, trustees, officers or other private persons, except that the corporation
shall be authorized and empowered to pay reasonable compensation for services rendered and to
make payments and disbursements in furtherance of the purposes set forth in Article Third hereof.
No substantial part of the activities of the corporation shall be the carrying on of propaganda, or
otherwise attempting to influence legislation, and the corporation shall not participate in, or
intervene in (including the publishing or distribution of statements) any political campaign on
behalf of or in opposition to any candidate for public office. Notwithstanding any other provision
of these articles, the corporation shall not carry on any other activities not permitted to be carried on
(a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal

2
Revenue Code, or the corresponding section of any future federal income tax code, or (b) by a
corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue
Code, or the corresponding section of any future federal income tax code.

ELEVENTH: If for any reason the corporation shall be abandoned, discontinued, or cease to exist
as a legal entity and its charter shall expire or be terminated, the title to all its property both real and
personal shall be vested in and be the property of the EAST OHIO annual conference of The United
Methodist Church, pursuant to said Discipline of The United Methodist Church, and if it should not
then be in existence to any successor United Methodist organization, or to an organization qualified
under Section 501(c)(3) of the Internal Revenue Code of the United States.

IN WITNESS WHEREOF, we have hereunder subscribed our names, this ____ day of
February, 2011.

Witnesses:

_________________________ ____________________________________
Jeffrey Day, Chairperson of
Administrative Council

___________________________ _____________________________________
Susan Harden, Chairperson Board of Trustees

STATE OF OHIO ) SS:

COUNTY OF CUYAHOGA )

Affirmed to before me and subscribed in my presence by Jeffrey Day, Chairperson of the

Administrative Council, in Cleveland, Ohio, this ____ day of February, 2011.

__________________________________
Notary Public
(seal)
STATE OF OHIO ) SS:
COUNTY OF CUYAHOGA )

Affirmed to before me and subscribed in my presence by Susan Harden, Chairperson of the

Board of Trustees, in Cleveland, Ohio, this ____ day of February, 2011.

__________________________________
Notary Public
(seal)